SECURITIES PURCHASE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUND August 16, 2010Securities Purchase Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as of August 16, 2010, is made by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT made this 16th day of August, 2010 by and between The Amacore Group, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a trust formed under the laws of the Cayman Islands (the “Holder”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
SECURITY AGREEMENTSecurity Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of August 16, 2010 by and between The Amacore Group, Inc., a Delaware corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of August 16, 2010 by and between each of the undersigned (each a “Debtor” and collectively, the “Debtors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
GUARANTY AGREEMENTGuaranty Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of August 16, 2010 by and between each of the undersigned (each a “Guarantor” and collectively, the “Guarantors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS STOCK PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of August 16, 2010, is made by and between The Amacore Group, Inc., a Delaware corporation (“Pledgor”), VICIS CAPITAL MASTER FUND (“Vicis”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands, and Quarles & Brady LLP (“Escrow Agent”). All capitalized terms used herein without definitions shall have the respective meanings ascribed to them in the Securities Purchase Agreement of even date herewith by and between Vicis and Pledgor (the “Securities Purchase Agreement”).
WAIVER OF ANTI-DILUTION RIGHTSWaiver of Anti-Dilution Rights • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec
This WAIVER OF ANTI-DILUTION RIGHTS (“Waiver”) is entered into as of this 16th day of August, 2010 by and among The Amacore Group, Inc., a Delaware corporation (the “Company”) and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (“Vicis”).
ESCROW AGREEMENTEscrow Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
This ESCROW AGREEMENT (this “Escrow Agreement”), dated as of August 16, 2010 (the “Closing Date”), between The Amacore Group, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (the “Purchaser”), and Quarles & Brady LLP, as escrow agent (“Escrow Agent”). Capitalized terms used in this Escrow Agreement without definition shall have the respective meanings ascribed to them in the Purchase Agreement.
